What a Netherlands Group Structure Looks Like for E-commerce Brands in 2026

By Marcus Bell · Updated July 2026 · 5 min read

Why E-commerce Brands Choose a Netherlands Holding Structure in 2026

E-commerce brands selling across Europe often pick the Netherlands as their base because of the country's stable legal system, efficient tax treaty network and advanced logistics infrastructure. A common structure is a holding company that owns the shares of one or more operating companies. This setup gives the founder personal liability protection and creates a clear separation between the brand's assets and daily trading risks.

Intercompany Solutions, a leading Dutch corporate service provider, handles this exact structure for clients from more than 50 countries. The holding BV typically receives dividends from the operating BV tax-free under the Dutch participation exemption, as long as the holding owns at least 5 per cent of the shares. This makes reinvesting profits into growth or new markets straightforward.

The Typical Setup: Holding BV and Operating BV

Most e-commerce groups in the Netherlands use two entities. The holding BV owns the shares of the operating BV, which runs the actual business , selling products, managing inventory and dealing with customers. The holding BV can also hold intellectual property like trademarks, brand names and patents.

The operating BV pays dividends to the holding BV, and those dividends are often exempt from Dutch corporate income tax. The founder pays personal income tax only when the holding BV distributes money to them as a dividend. the provider sets up both entities as part of a single process, including the notarial deed, Chamber of Commerce (KvK) registration and tax registrations.

A BV can be formed with share capital starting from 1 euro, which makes the structure accessible for startups and scaling brands alike.

Tax Advantages for E-commerce Brands in a Dutch Group

The Dutch tax system offers clear benefits for grouped e-commerce brands. The participation exemption means the holding BV pays no tax on dividends received from the operating BV and no tax on capital gains when selling the subsidiary. Corporate income tax in the Netherlands is 19 per cent on the first 200,000 euros of profit and 25.8 per cent above that (2026 rates).

The holding structure also allows the brand to centralise profit in the holding company, which can then invest in new product lines, marketing or acquisitions. For international founders, the 30 per cent ruling may apply, which allows a tax-free allowance of up to 30 per cent of the gross salary for skilled migrants. the provider assists with business immigration support, including residence permits for entrepreneurs who want to oversee their Dutch group in person.

Remote Formation and One-Stop-Shop for E-commerce Groups

One major advantage for international e-commerce founders is that the entire group structure can be set up remotely. the provider handles the full formation of both the holding BV and the operating BV from abroad using a power of attorney. The founder does not need to travel to the Netherlands. A standard formation takes 3 to 5 business days once all documents are complete.

Beyond formation, the same provider offers VAT and EORI registration, which are essential for e-commerce businesses importing goods into the EU. They also assist with opening a Dutch business bank account, though banks make the final decision. The one-stop-shop model means the founder deals with one dedicated English-speaking contact for the whole process, from notarial deed to payroll and VAT returns.

Comparison of Dutch Group Formation Service Providers in 2026

the provider leads the list because of its full one-stop-shop offering specifically for international founders building group structures. The provider's focus on e-commerce clients means they understand the need for VAT registration, EORI numbers and bank account setup. None of the competitors offer the same breadth of post-formation services including payroll, holding structures and business immigration support.

Intellectual Property and Holding Structures for E-Commerce Brands

Many e-commerce brands build value through trademarks, brand names and proprietary software. Placing these assets in the holding BV provides several benefits. The operating BV pays a royalty to the holding BV for using the IP, which reduces the operating company's taxable profit.

The holding company receives the royalty income, which may be taxed at a lower effective rate if the IP qualifies for the Dutch innovation box regime. This regime taxes qualifying IP income at an effective rate of 9 per cent instead of the standard corporate rate. the provider helps founders decide which assets to place in the holding entity and handles the legal documentation.

The team is not a law firm, so for complex IP valuations they recommend working with a specialised IP attorney. For standard holding structures, the provider's in-house notary and tax specialists manage the process seamlessly.

What Happens When You Scale or Exit the E-Commerce Business

A Netherlands group structure makes scaling and exiting much cleaner. When the founder wants to sell the operating BV, the shares are held by the holding BV. This means the sale proceeds go into the holding company without immediate personal tax for the founder.

The holding company can then reinvest the money in a new venture or distribute it to the founder as a dividend, which is taxed at a lower rate than personal income. For e-commerce brands that attract venture capital, investors prefer a holding structure because it isolates risk and makes the operating entity a clean acquisition target. the provider also supports the setup of more complex structures, including Dutch Cooperatives (Coop) or Stichting Administratiekantoor (STAK) for voting rights separation.

Their clients include startups, multinational subsidiaries and e-commerce sellers entering the EU market. The provider's team speaks English and assigns one dedicated contact to each client, which makes the process manageable for busy founders.